-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TTaiwuJ6qGhucz+TYxy2KqHE3wts5h4h8po9AJYblI01JIh+Evkd6PW57Hz8prqh YXOPOy12BUmNKxIP5+Ld0g== 0000950137-05-003886.txt : 20050330 0000950137-05-003886.hdr.sgml : 20050330 20050330160004 ACCESSION NUMBER: 0000950137-05-003886 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050323 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050330 DATE AS OF CHANGE: 20050330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINDSAY MANUFACTURING CO CENTRAL INDEX KEY: 0000836157 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 470554096 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13419 FILM NUMBER: 05714244 BUSINESS ADDRESS: STREET 1: 2707 NORTH 108TH STREET STE 102 CITY: OMAHA STATE: NE ZIP: 68644 BUSINESS PHONE: 4024282131 MAIL ADDRESS: STREET 1: 2707 NORTH 108TH STREET STE 102 CITY: OMAHA STATE: NE ZIP: 68644 8-K 1 c93716e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2005 LINDSAY MANUFACTURING CO. ------------------------- (Exact name of registrant as specified in its charter) Delaware 1-13419 47-0554096 - ------------------------ ------------------------ ---------------------------- (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) 2707 North 108th Street Suite 102 Omaha, Nebraska 68164 ---------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) (402) 428-2131 ---------------------------------------------------- (Registrant's telephone number, including area code) Not applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On March 23, 2005, Lindsay Manufacturing Co. (the "Company") issued a press release announcing the Company's results of operations for the 2005 fiscal quarter ended February 28, 2005. A copy of the press release is furnished herewith as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS 99.1 Press Release, dated March 23, 2005, issued by the Company The information contained in this Current Report under Item 2.02, including the exhibit referenced in Item 9.01 below, is being "furnished" pursuant to "Item 2.02. Results of Operations and Financial Condition" of Form 8-K and, as such, shall not be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 28, 2005 LINDSAY MANUFACTURING CO. By: /s/ David Downing ----------------------------- David Downing, Vice President and Chief Financial Officer EX-99.1 2 c93716exv99w1.txt PRESS RELEASE EXHIBIT 99.1 AT THE COMPANY: AT FINANCIAL RELATIONS BOARD: Bruce C. Karsk David Downing Marilyn Windsor Diane Hettwer Tim Grace EVP, Treasurer VP and CFO General Analyst Media and Secretary 402-827-6235 Inquiries Inquiries Inquiries 402-829-6803 702-515-1260 312-640-6760 312-640-6667 FOR IMMEDIATE RELEASE WEDNESDAY, MARCH 23, 2005 LINDSAY MANUFACTURING CO. REPORTS FISCAL 2005 SECOND-QUARTER, SIX-MONTH RESULTS OMAHA, NEB., MARCH 23, 2005--LINDSAY MANUFACTURING CO. (NYSE: LNN), a leading manufacturer of center pivot, lateral move, and hose reel irrigation systems, today announced results for its fiscal second quarter ended February 28, 2005. Revenues declined 19 percent from the same period a year ago, and earnings per diluted share were $0.05 compared with $0.29 in the year-ago period. SECOND-QUARTER RESULTS Second-quarter fiscal 2005 total revenues were $41.5 million compared with $51.5 million for the year-ago period. Net earnings were $600,000, or $0.05 per diluted share, versus $3.5 million, or $0.29 per diluted share, in the prior year's second quarter. Total irrigation equipment revenues declined 26 percent to $36.2 million from $48.7 million in the prior fiscal year's second quarter, as lower worldwide agricultural commodity prices and increased equipment prices reduced demand for irrigation equipment globally. Domestic irrigation revenues declined 31 percent, while international irrigation revenues decreased 11 percent. Diversified products delivered a very strong performance with revenues of $5.3 million compared with $2.7 million in the year-ago period, an increase of 94 percent. Rick Parod, president and chief executive officer, commented, "Demand for irrigation equipment in the second quarter was impacted by several global factors that caused farmers to defer purchases. Domestically, while agricultural commodity prices are still good, we have seen them come off of their highs from last year, and grower input costs, particularly energy and fertilizer, have risen. Additionally, each of our international operations has seen similar conditions." Parod added, "Conversely, our diversified products business delivered a strong performance. Our relationship with GE Transportation Systems, Global Signaling is progressing nicely and we are continuing our efforts to expand this relationship, as well as develop new customers." Gross margin declined to 18.7 percent from 22.6 percent a year ago. Gross selling margins in the domestic market improved over the first quarter of fiscal 2005, however, they continued to be negatively impacted by higher overhead allocations per unit due to lower production levels. International gross margins remain lower than domestic margins, but they continued to improve, rising slightly above those recorded in the first quarter of fiscal 2005. The quarter's operating income was $710,000 versus $4.8 million in the comparable fiscal 2004 quarter. Operating expenses rose 3 percent to $7.1 million from $6.8 million, due principally to higher insurance and compliance costs, and inclusion of Stettyn, the South Africa acquisition completed during the fourth quarter of 2004. Net earnings were $600,000, or $0.05 per diluted share, compared with $3.5 million, or $0.29 per diluted share, in the second quarter of fiscal 2004. Parod stated, "We have initiated actions that stabilized our steel costs. However, our margins still need to improve, and we have taken action to increase efficiency throughout the organization. We have reduced our manufacturing overhead and SG&A costs to reflect current capacity utilization and near-term demand for our products. At the same time, we are continuing investment in growing our diversified products business and in expanding our acquisition activity." Lindsay's order backlog at February 28, 2005, was $15.3 million compared with $13.2 million at November 30, 2004, and $32.2 million at February 29, 2004. During the second quarter, Lindsay identified a material weakness in internal controls over financial reporting related to the review of manual journal entries, which occurred due to vacancies in two financial management positions at November 30, 2004. The Company filled these positions during the second quarter. In addition, the Company has reasserted its policy over review of manual journal entries. There were no other significant changes in Lindsay's internal controls during the period and the Company believes it is progressing on the internal control review generally according to the plan for fiscal 2005. SIX-MONTH RESULTS Total revenues for the six months were $81.3 million, an 8 percent decrease from $88.0 million for the prior year's six-month period. Total irrigation equipment revenues of $71.6 million declined 13 percent from a year ago, while diversified products revenues grew 83 percent, rising to $9.7 million. Net earnings were $775,000, or $0.07 per diluted share, compared with $4.6 million, or $0.38 per diluted share, for the first six months of fiscal 2004. Shareholders' equity at February 28, 2005, was $110.2 million, or $9.45 per outstanding common share, compared with $108.3 million, or $9.21 per outstanding common share, at February 29, 2004. During the second quarter, Lindsay repurchased 138,500 shares of common stock at an average price of $22.93 per share, for an aggregate of approximately $3.2 million. At February 28, 2005, the remaining amount authorized under the company's current share repurchase program was approximately 1.1 million shares. Cash and marketable securities at February 28, 2005 were $43.8 million compared with $50.3 million at February 29, 2004. OUTLOOK Parod stated, "In the United States, farm income hit record levels last year and while farm income will be strong during the current year, farmers are anticipating lower earnings due to the drop in commodity prices and rise in input costs. Normally, we would expect to have some offset from our international operations, but lower commodity prices and a weak dollar are dampening demand worldwide. "While the near-term environment has softened, the long-term drivers of our business remain robust. Water continues to become more valuable and farmers are seeking ways to reduce costs and increase productivity," he added. "We will pursue our growth initiatives and leverage our strong cash flow and financial flexibility to create shareholder value by seeking a balance of organic growth opportunities, accretive acquisitions, share repurchases, and dividend payments. Through these initiatives, we will continue to pursue our previously stated long-term goals of sustainable growth in revenues, gross margins, operating margins, and return on beginning equity." SECOND-QUARTER CONFERENCE CALL Lindsay's second-quarter fiscal 2005 investor conference call is scheduled for 11 a.m. ET today. This call will be simulcast and available over the Internet via the web site www.vcall.com. The webcast will be available for replay for a period of 30 days. Lindsay will have a slide presentation available to augment management's formal presentation, which will be accessible via the company's website at www.lindsaymanufacturing.com. ABOUT THE COMPANY Lindsay manufactures and markets Zimmatic, Greenfield, Stettyn and Perrot center pivot, lateral move and hose reel irrigation systems and GrowSmart controls, all of which are used by farmers to increase or stabilize crop production while conserving water, energy, and labor. The company also produces large diameter steel tubing and provides outsourced manufacturing and production services for other companies. At February 28, 2005, Lindsay had approximately 11.7 million shares outstanding, which are traded on the New York Stock Exchange under the symbol LNN. CONCERNING FORWARD-LOOKING STATEMENTS This release contains forward-looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company and those statements preceded by, followed by or including the words "expectation," "outlook," "could," "may," "should," or similar expressions. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. FOR MORE INFORMATION REGARDING LINDSAY MANUFACTURING CO., SEE LINDSAY'S WEBSITE AT www.lindsaymanufacturing.com - FINANCIAL TABLES FOLLOW - LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE-MONTHS AND SIX-MONTHS ENDED FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED ----------------------- ----------------------- February February February February 2005 2004 2005 2004 ---- ---- ---- ---- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - ---------------------------------------- Operating revenues ......................... $41,487 $51,475 $81,254 $87,988 Cost of operating revenues ................. 33,721 39,865 66,915 69,024 ------ ------ ------ ------ Gross profit ............................... 7,766 11,610 14,339 18,964 ------ ------ ------ ------ Operating expenses: Selling expense ............................ 2,999 2,891 5,746 5,758 General and administrative expense ......... 3,397 3,279 6,994 6,272 Engineering and research expense ........... 660 676 1,356 1,436 ------ ------ ------ ------ Total operating expenses ................... 7,056 6,846 14,096 13,466 ------ ------ ------ ------ Operating income ........................... 710 4,764 243 5,498 Interest income, net ....................... 295 361 556 785 Other income, net .......................... 68 41 452 490 ------ ------ ------ ------ Earnings before income taxes ............... 1,073 5,166 1,251 6,773 Income tax provision ....................... 473 1,663 476 2,177 ------ ------ ------ ------ Net earnings ............................... $ 600 $ 3,503 $ 775 $ 4,596 ====== ====== ====== ====== Basic net earnings per share ............... $ 0.05 $ 0.30 $ 0.07 $ 0.39 ====== ====== ====== ====== Diluted net earnings per share ............. $ 0.05 $ 0.29 $ 0.07 $ 0.38 ====== ====== ====== ====== Average shares outstanding ................. 11,710 11,756 11,741 11,749 Diluted effect of stock options ............ 78 210 146 217 ------ ------ ------ ------ Average shares outstanding assuming dilution 11,788 11,966 11,887 11,966 ====== ====== ====== ====== Cash dividends per share ................... $ 0.055 $ 0.050 $ 0.110 $ 0.100 ====== ====== ====== ======
LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 AND AUGUST 31, 2004
(UNAUDITED) (UNAUDITED) FEBRUARY FEBRUARY AUGUST 2005 2004 2004 ---- ---- ---- ($ IN THOUSANDS, EXCEPT PAR VALUES) ASSETS Current Assets: Cash and cash equivalents .............................. $ 7,571 $ 1,724 $ 8,973 Marketable securities .................................. 11,720 11,733 14,802 Receivables ............................................ 35,680 39,761 34,369 Inventories ............................................ 29,858 24,829 19,780 Deferred income taxes .................................. 1,288 2,496 1,026 Other current assets ................................... 3,343 1,932 2,422 --------- --------- --------- Total current assets ................................... 89,460 82,475 81,372 Long-term marketable securities .......................... 24,517 36,813 32,527 Property, plant and equipment, net ....................... 16,724 14,348 16,355 Other noncurrent assets .................................. 9,158 8,296 8,747 --------- --------- --------- Total assets ............................................. $ 139,859 $ 141,932 $ 139,001 ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable ........................................ $ 11,010 $ 12,863 $ 9,117 Other current liabilities ............................... 13,849 18,251 15,359 --------- --------- --------- Total current liabilities ............................... 24,859 31,114 24,476 Pension benefits liabilities ............................. 4,664 2,315 2,169 Other noncurrent liabilities ............................. 161 163 172 --------- --------- --------- Total liabilities ........................................ 29,684 33,592 26,817 --------- --------- --------- Shareholders' equity: Preferred stock, ($1 par value, 2,000,000 shares authorized, no shares issued and outstanding) ........ -- -- -- Common stock, ($1 par value, 25,000,000 shares authorized, 17,521,272, 17,481,879 and 17,493,841 shares issued in February 2005 and 2004 and August 2004, respectively) ....................... 17,521 17,482 17,494 Capital in excess of stated value ..................... 3,092 2,620 2,966 Retained earnings ..................................... 180,700 177,754 181,209 Less treasury stock, (at cost, 5,862,569, 5,724,069 and 5,724,069 shares, respectively) ..................... (93,073) (89,898) (89,898) Accumulated other comprehensive gain .................. 1,935 382 413 --------- --------- --------- Total shareholders' equity ............................... 110,175 108,340 112,184 --------- --------- --------- Total liabilities and shareholders' equity ............... $ 139,859 $ 141,932 $ 139,001 ========= ========= =========
LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (UNAUDITED) FEBRUARY FEBRUARY 2005 2004 ---- ---- ($ IN THOUSANDS) - --------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings ................................................................... $ 775 $ 4,596 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization..............................................,, 1,783 1,506 Amortization of marketable securities premiums, net ......................... 110 81 Gain on sale of property, plant and equipment ............................... -- 6 Provision for uncollectible accounts receivable ............................. 53 129 Equity in net (earnings)/losses of equity method investments ................ (230) 196 Deferred income taxes ....................................................... (332) (150) Other, net .................................................................. (50) (52) Changes in assets and liabilities: Receivables .................................................................. (427) (16,715) Inventories .................................................................. (8,914) (4,869) Other current assets ......................................................... (521) (969) Accounts payable ............................................................. 1,425 4,603 Other current liabilities .................................................... (2,616) 685 Current taxes payable ........................................................ 351 1,287 Other noncurrent assets and liabilities ...................................... 2,528 40 -------- -------- Net cash used in operating activities .......................................... (6,065) (9,626) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ................................... (1,769) (2,047) Proceeds from sale of property, plant and equipment .......................... 7 11 Purchases of marketable securities held-to-maturity .......................... -- (2,982) Proceeds from maturities or sales of marketable securities held-to-maturity ............................................................. -- 4,496 Purchases of marketable securities available-for-sale .......................... (1,841) (3,790) Proceeds from maturities or sales of marketable securities available-for-sale .......................................................... 12,360 1,315 -------- -------- Net cash provided by (used in) investing activities .......................... 8,757 (2,997) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock option plan ........................... 208 164 Repurchases of common shares ................................................. (3,175) -- Dividends paid ............................................................... (1,284) (1,175) -------- -------- Net cash used in financing activities ........................................ (4,251) (1,011) -------- -------- Effect of exchange rate changes on cash ...................................... 157 (10) -------- -------- Net decrease in cash and cash equivalents .................................... (1,402) (13,644) Cash and cash equivalents, beginning of period ............................... 8,973 15,368 -------- -------- Cash and cash equivalents, end of period ..................................... $ 7,571 $ 1,724 -------- --------
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